IN THE UNITED STATES BANKRUPTCY COURT FOR THE …€¦ · PHIL1 8318338v.1 9. McLaughlin & Stern accordingly seeks allowance of the sum of $80,405.00 in fees and $951.58 in expenses,

PHIL1 8318338v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) In re: ) Chapter 11 ) 1515-GEEnergy Holding Co. LLC, et al.,1 ) Case No. 19-10303 (LSS) ) Debtors. ) (Jointly Administered) )

THIRD MONTHLY FEE APPLICATION OF McLAUGHLIN & STERN PLLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF

EXPENSES AS COUNSEL TO THE DEBTORS FOR THE PERIOD FROM MAY 1, 2019 THROUGH MAY 31, 2019

Name of Applicant:

McLaughlin & Stern PLLC

Authorized to Provide Professional Services to:

Debtors and Debtors-In-Possession

Date of Retention: nunc pro tunc to Petition Date

Period for which compensation and reimbursement is sought:

May 1, 2019 through May 31, 2019

Amount of Compensation sought as actual, reasonable and necessary:

$80,405.00

Amount of Expense Reimbursement sought as actual, reasonable and necessar :

$951.58

This is a(n): Monthly Interim Final application This is the third monthly fee application filed in this case.

Prior Applications:

Requested Approved

Date Filed Period Covered

Fees Expenses Fees [80%]

Expenses [100%]

Fee Holdback

First Monthly Filed 7/3/2019 DI No. 368

2/14/2019- 3/31/2019

$146,537.50

$6,177.29

$117,230.00

$6,177.29

$29,307.50

Second Monthly Filed 8/9/2019 DI No. 415

4/1/2019-4/30/2019

$127,357.50

$1,382.94

$101,886.00

$1,382.94

$25,471.50

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, include: 1515-Geenergy Holding Co. LLC (0428) and BBPC, LLC d/b/a Great Eastern Energy Co. (0428). The location of the Debtors’ service address is: 1515 Sheepshead Bay Road, Brooklyn, NY 11235.

Case 19-10303-LSS Doc 482 Filed 10/22/19 Page 1 of 10

PHIL1 8318338v.1

TIME AND COMPENSATION BREAKDOWN MAY 1, 2019 – MAY 31, 2019

NAME OF PROFESSIONAL PERSON

POSITION/ NUMBER OF YEARS

HOURLY BILLING

RATE

TOTAL HOURS BILLED

TOTAL COMPENSATION

Steven S. Newburgh

Partner-Admitted to FL Bar 1982; Joined firm 2011

$550.00

103.60

$56,980.00

Marc G. Rosenberg

Partner-Admitted to NY Bar 1984; Joined firm 2002

$575.00

17.50

$10,062.50

Brett Gallaway Partner-Admitted to NY Bar 2012; Joined firm 2014

$500.00 .20 $100.00

Zidong Liu

Associate-Admitted to NY Bar 2018; Joined firm 2018

$275.00 3.50 $962.50

Lissette Brunet Paralegal $150.00 82.00 $12,300.00

TOTALS

206.80 $80,405.00

BLENDED RATE

$388.81


PHIL1 8318338v.1

COMPENSATION BY PROJECT CATEGORY MAY 1, 2019 – MAY 31, 2019

PROJECT CATEGORY

TASK CODES

TOTAL HOURS BILLED

TOTAL

COMPENSATION

Asset Analysis and Recovery B120 2.60 $ 1,430.00

Asset Disposition B130 39.60 $21,780.00

Assumption and Rejection of Leases and Contracts

B185 10.90 $ 5,995.00

Business Operations B210 56.90 $31,657.50

Case Administration B110 86.20 $14,610.00

Employee Benefits and Pensions B220 7.10 $ 3,007.50

Employment and Fee Applications B160 .90 $ 495.00

Financing and Cash Collateral B230 2.10 $ 1,155.00

Relief from Stay and Adequate Protection B140 .50 $ 275.00

TOTAL

206.80 $80,405.00


PHIL1 8318338v.1

EXPENSE SUMMARY MAY 1, 2019 – MAY 31, 2019

EXPENSE CATEGORY

EXPENSES

Travel Fees – airfare $858.34

Photocopies $ 11.60

Legal Research – Lexis Nexis $ 81.64

TOTAL $951.58


PHIL1 8318338v.1



THIRD MONTHLY FEE APPLICATION OF McLAUGHLIN & STERN PLLC FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES

AS COUNSEL TO THE DEBTORS FOR THE PERIOD FROM MAY 1, 2019 THROUGH MAY 31, 2019

McLaughlin & Stern PLLC (“McLaughlin & Stern”), counsel to 1515-GEEnergy Holding

Co. LLC and BBPC, LLC d/b/a Great Eastern Energy Co., as debtors and debtors in possession

in the above-captioned chapter 11 cases (collectively, the “Debtors”), hereby submits its first

monthly application (the “Application”) for entry of an order pursuant to section 331 of title

11 of the United States Code, 11 U.S.C. §§101 et seq, as amended (the “Bankruptcy Code”)

granting it interim compensation and reimbursement of expenses for the period from May 1,

2019 through May 31, 2019. In support hereof, McLaughlin & Stern respectfully represents as

follows:

I. JURISDICTION, VENUE AND STATUTORY PREDICATES FOR RELIEF SOUGHT

1. This Court has jurisdiction oer this Application pursuant to 28 U.S.C. §1334. This

is a core proceeding pursuant to 28 U.S.C. §157(b)(2)(A) and (B). Venue of this proceeding

and this Application is proper in this District pursuant to 28 U.S.C. §§1408 and 1409. The

statutory predicate for the relief sought herein is section 331 of the Bankruptcy Code.



PHIL1 8318338v.1

II. BACKGROUND

2. On February 14, 2019 (the “Petition Date”), the Debtors each filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtors have continued in the

management of its businesses and operation of its properties pursuant to sections 1107(a) and

1108 of the Bankruptcy Code.

3. The United States Trustee has not appointed an Official Committee of Unsecured

Creditors (the “Committee”) in these cases.

4. On April 15, 2019, this Court entered an Order [Docket No. 164] approving the

retention of McLaughlin & Stern as counsel to the Debtors, nunc pro tunc to the Petition Date.

5. McLaughlin & Stern has continuously rendered services on behalf of the Debtors for

the period from May 1, 2019 through May 31, 2019 (the “Compensation Period”), totaling

206.80 hours of professional time.

6. Attached hereto as Exhibit “A” is a full and detailed statement describing the

professional services rendered by each McLaughlin & Stern attorney and paraprofessional during

the Compensation Period.

7. The total sum due to McLaughlin & Stern for professional services rendered on

behalf of the Debtors for the Compensation Period is $80,405.000. McLaughlin & Stern

submits that the professional services it rendered on behalf of the Debtor during this time

were reasonable and necessary.

8. McLaughlin & Stern also expended costs on behalf of the Debtor in the sum of

$951.58 during the Compensation period. Attached hereto as Exhibit “B” is an itemized list

of expenses incurred during the compensation period. In accordance with Local

Bankruptcy Rule 2016- 2(e)(iii), the line designated “Photocopying” represents in-house

copying based on a cost of $0.10 per page.


PHIL1 8318338v.1

9. McLaughlin & Stern accordingly seeks allowance of the sum of $80,405.00 in fees

and $951.58 in expenses, for a total of $81,356.58.

10. The undersigned hereby attests that he has reviewed the requirements of Local

Rule 2016-1 and this Application conforms to such requirements.

WHEREFORE, McLaughlin & Stern hereby requests: (i) interim allowance of

compensation for necessary and valuable professional services rendered to the Debtors in the

sum of $80,405.00 and reimbursement of actual and necessary expenses incurred in the

sum of $951.58 for the period from May 1, 2019 through May 31, 2019; (ii) payment in the total

amount of $65,275.58, representing 80% of the total fees ($64,324.00) billed and 100% of the

expenses ($951.58) incurred during the Application Period, as provided under the Interim

Compensation Order; and (iii) such other relief as this Court deems just and proper.

[Remainder of Page Intentionally Left Blank]


PHIL1 8318338v.1

Dated: October 22, 2019 /s/Steven S. Newburgh Steven S. Newburgh (admitted pro hac vice)

MCLAUGHLIN & STERN PLLC 525 Okeechobee Blvd. CityPlace Office Tower-Suite 1700 West Palm Beach, FL 33401 Telephone: (561) 659-4020 Ext. 3027 Facsimile: (561) 659-4438 Email: [email protected]


PHIL1 8318338v.1



CERTIFICATION OF STEVEN S. NEWBURGH I, Steven S. Newburgh, under penalty of perjury, declare as follows:

1. I am a partner in the firm of McLaughlin & Stern PLLC (“McLaughlin & Stern”),

counsel to the Debtors and Debtors in Possession in these cases (the “Debtors”).

2. I have read the foregoing Third Monthly Fee Application of McLaughlin & Stern of

Compensation and Reimbursement of Expenses as Counsel for the Debtors for the Period from

May 1, 2019 through May 31, 2019 and know the contents thereof. The same contents are true to

the best of my knowledge, except as to matters therein alleged to be upon information and

belief, and as to those matters, I believe them to be true. I have personally performed many

of the legal services rendered by McLaughlin & Stern and am thoroughly familiar with all

other work performed on behalf of the Debtors by the attorneys and paraprofessionals in

McLaughlin & Stern.

3. In accordance with Rule 2016(a) of the Federal Rules of Bankruptcy Procedure

and Section 504 of Title 11, United States Code, no agreement or understanding exists between

Mclaughlin & Stern and any other person for the sharing of compensation to be received in



PHIL1 8318338v.1

connection with the above-captioned cases.

4. I have reviewed the requirements of Local Rule 2016-2 of the United States

Bankruptcy Court for the District of Delaware, and to the best of my knowledge, information and

belief, this Application complies with Local Rule 2016-2.

5. McLaughlin & Stern did not agree to any variations from, or alternatives to, its

standard and customary billing arrangements for the proposed engagement by the Debtors

pursuant to the Application.

6. None of the professionals at McLaughlin & Stern included in the proposed

engagement by the Debtors pursuant to the Application vary their rates based on geographic

location of the bankruptcy case.

7. Other than an annual rate increase effective January 1 of each calendar year, during

the twelve months prior to the filing of the Debtors’ chapter 11 petitions, the billing rates of

McLaughlin & Stern with respect to the Debtors was not different than those sought under the

Application. The rates effective as of January 1, 2019 are the rates charged to the Debtors in the

Application

8. The Application does not include time or fees related to reviewing or revising time

records or preparing, reviewing, or revising invoices.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on October 22, 2019 /s/ Steven S. Newburgh Steven S. Newburgh (FL Bar No. 348619)


PHIL1 8318342v.1


) In re: ) Chapter 11

) 1515-GEEnergy Holding Co. LLC, et al.,1 ) Case No. 19-10303 (LSS)

) Debtors. ) (Jointly Administered)

) ) Obj. Deadline: November 12, 2019 at 4:00 p.m.

)

NOTICE OF APPLICATION

PLEASE TAKE NOTICE that on the above-referenced debtors and debtors-in-possession (the “Debtors”), filed the Third Monthly Application of McLaughlin & Stern PLLC for Payment of Compensation and Reimbursement of Expenses as Counsel for the Debtors and Debtors in Possession for the Period from May 1, 2019 through May 31, 2019 (the “Application”) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801 (“Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE that the Application is submitted pursuant to Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses for Retained Professional [Docket No. 128] (“the “Administrative Order”). PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be made in writing and be filed with the Bankruptcy Court, on or before November 12, 2019 at 4:00 p.m. prevailing Eastern Time.

PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon the following: (a) the Debtors, 1515 Sheepshead Bay Road, Brooklyn, NY 11235, Attn.: Allan Brenner; (b) counsel to the Debtors, McLaughlin & Stern PLLC, CityPlace Office Tower-Suite 1700, 525 Okeechobee Blvd., West Palm Beach, FL 33401, Attn: Steven S. Newburgh; (c) Delaware co-counsel to the Debtors, Klehr Harrison Harvey Branzburg LLP, 919 N. Market Street, Suite 1000, Wilmington, Delaware 19801, Attn: Domenic E. Pacitti and Michael W. Yurkewicz; (d) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801, Attn: Linda J. Casey, Esq.; and (e) counsel to Macquarie Investments US Inc. and Macquarie Energy LLC, Haynes and Boone LLP, 1221 McKinney Street, Suite 2100, Houston, TX 77010, Attn: Kelli Norfleet, Esq. and, Morris Nichols Arsht & Tunnell, LLP, 1201 N. Market St., 16th Floor, Wilmington, Delaware 19899-1347, Attn. Derek Abbott, Esq. (collectively, the “Notice Parties”).


Case 19-10303-LSS Doc 482-1 Filed 10/22/19 Page 1 of 2

PHIL1 8318342v.1

Dated: October 22, 2019 /s/ Michael W. Yurkewicz Wilmington, Delaware Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yukewicz (DE Bar No. 4165)

KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: [email protected] [email protected]

Morton Branzburg (admitted pro hac vice)

KLEHR HARRISON HARVEY BRANZBURG LLP 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103

Telephone: (215) 569-2700 Facsimile: Email:

(215) 568-6603 [email protected]

Steven S. Newburgh (admitted pro hac vice) McLAUGHLIN & STERN PLLC CityPlace Office Tower-Suite 1700 525 Okeechobee Boulevard West Palm Beach, Florida 33401 Telephone: (561) 659-4020 Ext. 3027 Facsimile: (561) 659-4438 Email: [email protected] Counsel to the Debtors and Debtors in Possession


EXHIBIT A


1515-GEEnergy Holding Co., LLC et al (Great Eastern Energy)


SUMMARY FOR THE ATTACHED DETAILED SHEETS

Asset Analysis and Recovery 2.60 $ 1,430.00

Asset Disposition 39.60 $21,780.00

Assumption and Rejection of Leases and Contracts 10.90 $ 5,995.00

Business Operations 56.90 $31,657.50

Case Administration 86.20 $14,610.00

Employee Benefits and Pensions 7.10 $ 3,007.50

Employment and Fee Applications .90 $ 495.00

Financing and Cash Collateral 2.10 $ 1,155.00

Relief from Stay and Adequate Protection .50 $ 275.00

CURRENT BILL FEE AMOUNT 206.80 hrs $80,405.00


MG Tuesday 10/22/2019 11:31 am

Date: 10/22/2019 Detail Fee Task Code Billing Report Page: 1

McLaughlin & Stern, LLP

Trans Hours

Date Tmkr Rate to Bill Amount

Phase ID B110 Case Administration

05/01/2019 SN 550.00 0.50 275.00 Conference call with Michael Y., Mathew L., Domenic P., Allan B., Morton Branzburg re

liquidation issues.

05/01/2019 LB 150.00 4.00 600.00 Review of emails and case documents / file organization

05/01/2019 SN 550.00 0.30 165.00 Email to Tom Buck re Wells Fargo removal from schedule of contracts to be

assumed/rejected. TC with Wells' counsel re same.



05/04/2019 SN 550.00 0.60 330.00 Telephone conference with Domenic P., Tom B., Michael Y. re Exelon and

bidding/qualified bid issues.



05/07/2019 LB 150.00 0.30 45.00 Worked on file management of 20 plus broker agreements regarding GEE - Exelon

Customer Transfer Proposal.




05/10/2019 LB 150.00 0.30 45.00 Performed search regarding Port Authority fixed price quote; Email exchange with S.

Newburgh and M. Garcia.

05/10/2019 SN 550.00 0.60 330.00 Catch-up call with M. Yurkewicz regarding ISO NE and customer drop issues.

05/13/2019 SN 550.00 0.10 55.00 Receipt and review Doc. 278 Order Scheduling Omnibus Hearings scheduled for

6/4/2019 at 11:00 AM




05/16/2019 SN 550.00 0.10 55.00 Receipt and review Doc. 290 Debtor's Notice of Agenda of Matters Scheduled for

Hearing scheduled for 5/20/2019 at 11:00 AM

05/16/2019 SN 550.00 0.10 55.00 Receipt and review Doc. 295 Debtor's Amended Notice of Agenda of Matters

Scheduled for Hearing for 5/20/2019 at 11:00 AM


05/16/2019 LB 150.00 0.15 22.50 Search for letter regarding PANYNJ; Email exchange with S. Newburgh and M. Garcia.

05/17/2019 SN 550.00 0.10 55.00 Receipt and review of Doc. 297 Debtor's Second Amended HEARING CANCELLED.

Notice of Agenda of Matters not going forward. The following hearing has been

cancelled. (5/20/2019 at 11:00 AM)





05/24/2019 SN 550.00 0.40 220.00 Telephone conference with Kelli Norfleet re: catch-up issues.

05/28/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Michael Y. and Tom B.


05/28/2019 LB 150.00 2.50 375.00 Prepared Declaration of Disinterestedness (Affidavits) for each of the collection

attorneys as discussed with S. Newburgh; Email exchange with S. Newburgh.


05/29/2019 LB 150.00 0.60 90.00 Search for spreadsheets or documentation from Jason Huynh per S. Newburgh.

05/29/2019 LB 150.00 0.65 97.50 Review of each Declaration of Disinterestedness form and search for attorney

information per S. Newburgh.


05/31/2019 SN 550.00 0.10 55.00 Receipt and review of Doc. 325 Debtor's Notice of Agenda of Matters Scheduled for

Hearing for 6/4/2019 at 11:00 AM

05/31/2019 SN 550.00 0.10 55.00 Receipt and review of Doc. 326 Debtor's Amended Notice HEARING CANCELLED.

Notice of Agenda of Matters not going forward. The following hearing has been

cancelled (6/4/2019 at 11:00 AM)

05/31/2019 SN 550.00 0.70 385.00 Review and redline Order Approving Stipulation Resolving Motion by City of Holyoke

Gas and Electric Department


Total for Phase ID B110 Billable 86.20 14,610.00 Case Administration

Phase ID B120 Asset Analysis and Recovery

05/03/2019 SN 550.00 0.20 110.00 Receipt and review of Doc. 264 Objection and Reservation of Rights of Wells Fargo

Bank, N.A. to Debtor's Notice of Potential Assumption, Sale and Assignment of

Certain Unexpired Leases and Executory Contracts and Sale Hearing

05/07/2019 SN 550.00 2.40 1,320.00 Telephonic appearance at Skyview REC Transfer Closing. Follow-up and status calls

with Tom Buck and SSG team. Internal legal call re same.


MG Tuesday 10/22/2019 11:31 am



Trans Hours


Phase ID B120 Asset Analysis and Recovery

Total for Phase ID B120 Billable 2.60 1,430.00 Asset Analysis and Recovery

Phase ID B130 Asset Disposition

05/01/2019 SN 550.00 3.00 1,650.00 Review/analyze Skyview terms and drafts. Work on revisions. Discussions with Mike

Y. and Dom. P. re: ditto.

05/01/2019 SN 550.00 1.00 550.00 Meeting with Mort Branzburg and Domenic P. regarding liquidation strategy.

05/01/2019 SN 550.00 1.30 715.00 Work with Mike Y. and Domenic P. re Skyview Closing issues (additional time).

05/02/2019 SN 550.00 2.20 1,210.00 Review draft bid offer packages, draft Astral Energy escrow agreement and joint

release issues and instructions for Skyview. Team review and discussion.

05/02/2019 SN 550.00 7.00 3,850.00 Auction review all docs with internal legal team, discuss strategy re bids, qualifications,

escrows and potential offers. Various meetings, conferences and correspondence

with entire team (SSG and Internal GEE and Legal).

05/02/2019 SN 550.00 1.40 770.00 Review Sunwave bid package. Discussions with Macquarie and counsel re

qualifications and details. Discussion with Mort B. re same.

05/02/2019 SN 550.00 0.60 330.00 Review email from counsel for Standard Alternative, LLC re consent to assignment of

SRECS to Skyview. Discuss with Mike Y. and SSG team.

05/02/2019 SN 550.00 2.20 1,210.00 Receive and review revised bid from Sunwave including redline TSA against MQ draft,

APA redline against MQ draft, redline against Sunwave bid and transmittal letter.

Discussions with sale team (internal and external) re: same.

05/02/2019 SN 550.00 0.40 220.00 Review email from Nick Stoker at Skyview re: NEPOOL GIS account name and PJM

GATS information in preparation for Monday closing and plan conference call for

transfer of owned RECs. Discussions with Neil Gupta, Mike Y. and Domenic P. re:

same.

05/02/2019 SN 550.00 0.40 220.00 Review proposed NJ customer and utility customer notices from Daniel Lee (MQ).

Internal legal discussion. Discuss with Gabby.

05/02/2019 SN 550.00 0.50 275.00 Receive and review email questions from Astral re: Licenses, Cure Costs, Broker

Payments, Funding and Purchase Price. Review proposed responses with Neil Gupta.

05/02/2019 SN 550.00 0.50 275.00 Receive and review Colonial Energy revised bid. Discuss with SSG and sale teams.

(only includes fixed rate contracts).

05/02/2019 SN 550.00 0.40 220.00 Receive and review Offer Comparison schedule prepared by SSG for discussion.

05/02/2019 SN 550.00 1.00 550.00 Prepare email to Daniel Lee, Esq. re: PANYNJ questions/answers. Telephone

conference with Gabby re: same. Prepare responses to questions.

05/03/2019 SN 550.00 0.50 275.00 Telephone conference with Gabby re: proposed customer assignment letter for MA.

Review email in follow-up to TC re: DPU correspondence and Gabby's phone call with

DPU. Discussed timeline for response. Discuss with internal team.

05/03/2019 SN 550.00 0.70 385.00 Email exchanges with David Queroli, Esq. re: Paragraph 17 of sale order adding APA

Schedule 1.1a through closing. Requesting resolution through counsel. Discuss with

Mike Y. Review email from Mike Y. re: same.

05/03/2019 SN 550.00 0.40 220.00 Review email from Neil Gupta re Link Growth, Colonial and Astral responses to

10:00am deadline for qualified bids. Internal and external team discussions re same.

Conference with Neil Gupta re: Astral issues.

05/03/2019 SN 550.00 0.40 220.00 Review and redline proposed Notice of Cancellation of Auction and of Sale Hearing re

remaining assets.

05/03/2019 SN 550.00 0.40 220.00 Receive and review limited objection to sale filed by Wells Fargo Bank. Discuss with

internal legal.

05/03/2019 SN 550.00 0.40 220.00 Review emails re Next Grid Markets proposal for MA APS credits at 21.55 (market is

approx. $19). Discuss with Mike Y. and Tom Buck.

05/04/2019 SN 550.00 2.30 1,265.00 Telephone conference with Neil G., Sachin K., Tom B. re Exelon discussion. Numerous

email exchanges with Tom Buck, Neil Gupta, Roberta Konicki, J. Scott Victor, Sachin

Kholsla and Mike Y. re same.

05/05/2019 SN 550.00 0.40 220.00 Review Exelon "offer" with Domenic P. and Mike Y.

05/05/2019 SN 550.00 1.70 935.00 Review proposed wind down timeline from Katy S. and proposed utility notices.

Discuss with Gabby and internal legal.

05/05/2019 SN 550.00 0.50 275.00 Pull documentation on Electric hedge products and Natural Gas Hedge Products as

relates to GEE operations.

05/06/2019 SN 550.00 0.40 220.00 Team discussions regarding Skyview closing issues. Follow-ups with Kelli N., D.

O'Brien, Domenic P. and M. Yurkewicz

05/08/2019 SN 550.00 5.20 2,860.00 Work on Skyview closing and address DTE REC transfer issue with Mike Y.

05/08/2019 SN 550.00 0.70 385.00 Review Regency REC agreement and review of draft joint release instructions.

05/10/2019 SN 550.00 0.20 110.00 Address revisions for joint escrow release.

05/13/2019 SN 550.00 0.40 220.00 Review Astral dispute issues with team.

05/14/2019 SN 550.00 1.70 935.00 Review Skyview issues with team re escrow deposit and returns.

05/21/2019 SN 550.00 0.40 220.00 Review Skyview information request follow-ups. Discuss with Domenic P. and Mike Y.


MG Tuesday 10/22/2019 11:31 am



Trans Hours


Phase ID B130 Asset Disposition

05/24/2019 SN 550.00 0.60 330.00 Review Haynes Boone email re Skyview questions and issues. Review email threads re

same. Team discussions re same.

05/31/2019 SN 550.00 0.40 220.00 Discuss potential book sale with Mike Y. and Tom B.

Total for Phase ID B130 Billable 39.60 21,780.00 Asset Disposition

Phase ID B140 Relief from Stay/Adequate Protection Proceedings

05/16/2019 SN 550.00 0.50 275.00 Review and redline Stipulation Adjourning Motion of Iroquois Gas Transmission

System, LP to (I) Compel Debtor BBPC, LLC to Assume or Reject Certain Executory

Contracts, or (II) in the Alternative, to Grant Relief from the Automatic Stay Between

1515-GEEnergy Holding Co. LLC and Iroquois Gas Transmission System, LP

Total for Phase ID B140 Billable 0.50 275.00 Relief from Stay/Adequate Protection Proceedings

Phase ID B160 Fee/Employment Applications

05/01/2019 SN 550.00 0.10 55.00 Review and redline Order Authorizing the Postpetition Retention and Employment of

Funk & Zeifer as Energy Consultant for the Debtors and Debtors in Possession Nunc

Pro Tunc to March 15, 2019

05/06/2019 SN 550.00 0.20 110.00 Receipt and review Doc. 269 First Monthly Fee Application of GlassRatner as Financial

Advisor for the Debtors for the period February 14, 2019 to February 28, 2019

05/15/2019 SN 550.00 0.30 165.00 Receipt and review of Doc. 285 Second Monthly Fee Application of GlassRatner as

Financial Advisor for the Debtors for the period March 1, 2019 to March 31, 2019

05/22/2019 SN 550.00 0.10 55.00 Receipt and review of Doc. 308 Application for Compensation Second Monthly Fee

Application of Klehr Harrison Harvey Branzburg LLP as Co-Counsel to the Debtors for

the period April 1, 2019 to April 30, 2019

05/24/2019 SN 550.00 0.20 110.00 Receipt and review Debtor's Application for Compensation First Monthly Fee

Application of Funk & Zeifer LLP for Payment of Compensation as Energy Consultant

to the Debtors for the period March 15, 2019 to April 30, 2019

Total for Phase ID B160 Billable 0.90 495.00 Fee/Employment Applications

Phase ID B185 Assumption/Rejection of Leases and Contracts

05/01/2019 SN 550.00 0.20 110.00 Receipt and review Doc. 262 Motion to Compel (i) Debtor BBPC, LLC to Assume or

Reject Certain Executory Contracts, or (ii) in the Alternative, to Grant Relief from the

Automatic Stay filed by Iroquois Gas Transmission System, LP

05/01/2019 SN 550.00 1.80 990.00 Review/analyze ECF 262 - Iroquois Gas Motion to Compel 365 or to grant stay relief.

Review Park and Loan Service Contract and Blanket Gas Transportation Contact and

associated amendments. TC with Gabriela re: same. Re-review limited objection

previously filed by Iroquois. Team discussions re same.

05/01/2019 SN 550.00 0.40 220.00 Negotiations regarding Regency with Mike Y.

05/02/2019 SN 550.00 0.40 220.00 Review Holyoke Objection to Assumption. Discuss with Mike Y. and Domenic Y.

05/02/2019 SN 550.00 0.30 165.00 Discuss cure issues with Mike Y.

05/06/2019 SN 550.00 2.30 1,265.00 Review and redline Debtors' Motion to Reject Lease or Executory Contract Debtors'

First Omnibus Motion for Order, Pursuant to Sections 105 and 365 of the Bankruptcy

Code, (I) Authorizing the Debtors to Reject Certain Executory Contracts Nunc Pro Tunc

to the Rejection Date and (II) Waiving the Requirements of Rule 6006(f)(6) of the

Federal Rules of Bankruptcy Procedure

05/09/2019 SN 550.00 0.60 330.00 Review Iroquois Motion to Compel. Team discussion re same.

05/13/2019 SN 550.00 1.00 550.00 Review and redline Debtors' Second Omnibus Motion for Order, Pursuant to Sections

105 and 365 of the Bankruptcy Code,(I) Authorizing the Debtors to Reject Certain

Executory Contracts Nunc Pro Tunc to the Rejection Date and (II) Waiving the

Requirements of Rule 6006(f)(6) of the Federal Rules of Bankruptcy Procedure

05/14/2019 SN 550.00 1.20 660.00 Review emails from Mike Y. and Tom B. re utility contract rejections. Team conference

call re same.

05/16/2019 SN 550.00 0.30 165.00 Review draft Stipulation adjourning Iroquois motion. Team discussion re same.

05/20/2019 SN 550.00 0.50 275.00 Review various customer inquiries regarding rejection motion. Discuss with team.

05/21/2019 SN 550.00 0.50 275.00 Receipt and redline Doc. 305 Motion to Compel Debtor to Assume or Reject Contract,

or Grant Relief from Automatic Stay filed by City of Holyoke Gas & Electric

Department

05/24/2019 SN 550.00 0.20 110.00 Review and redline Order, Pursuant to Sections 105 and 365 of the Bankruptcy Code,

(I) Authorizing the Debtors to Reject Certain Executory Contracts Nunc Pro Tunc to

the Rejection Date and (II) Waiving the Requirements of Rule 6006(f)(6) of the Federal

Rules of Bankruptcy Procedure

05/31/2019 SN 550.00 1.20 660.00 Receipt and redline Order Pursuant to Sections 105 And 365 of the Bankruptcy Code,


MG Tuesday 10/22/2019 11:31 am



Trans Hours


Phase ID B185 Assumption/Rejection of Leases and Contracts

(I) Authorizing the Debtors to Reject Certain Executory Contracts Nunc Pro Tunc to

the Rejection Date and (II) Waiving the Requirements of Rule 6006(f)(6) of the Federal

Rules of Bankruptcy Procedure

Total for Phase ID B185 Billable 10.90 5,995.00 Assumption/Rejection of Leases and Contracts

Phase ID B210 Business Operations

05/01/2019 SN 550.00 0.50 275.00 Telephone conference with Kathryn S., Chad M., Kelli N., Daniel L., Michael Y.,

Domenic P., Tom B. re Wind Down - Professionals only call

05/01/2019 SN 550.00 0.50 275.00 TC with T. Buck and M. Yurkewicz re: KERP issues and demands.

05/02/2019 MGR 575.00 0.30 172.50 Conference with Zidong LIu, Esq. on wages and reviewed research

05/02/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Michael Y., Morton B., Tom B.

05/02/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Michael Y., Morton B., Tom B. re internal

contingency planning

05/02/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Domenic P., Michael Y., Matthew L., Allan B.,

Rachel V., Steve C., Gabriela G., Jeffrey L. - internal call on regulatory issue related to

contingency planning

05/02/2019 SN 550.00 0.40 220.00 TC with Mike Y., T. Buck re: KERP request.

05/02/2019 SN 550.00 1.60 880.00 Review regulatory issues, customer drops and other wind down issues. Conference

call with

05/02/2019 SN 550.00 0.80 440.00 Work on regulatory issues with GEE internal and Mike Y.

05/02/2019 SN 550.00 0.30 165.00 Discussions with Haynes Boone team regarding fixed price hedge for PANYNJ

(termination date of 5/3 deadline for fixed price quote).

05/03/2019 SN 550.00 3.50 1,925.00 Meeting with debtor and creditor teams re: auction/bidding and wind down issues.

05/03/2019 SN 550.00 2.30 1,265.00 Prepare proposed letter to brokers. Circulate to GEE internal and team. Revisions

upon review of comments.

05/03/2019 SN 550.00 0.30 165.00 Email exchanges with Kelli N. re Broker letters.

05/05/2019 SN 550.00 0.50 275.00 Telephone conferences with Kelli N., Michael Y., Derek A., Domenic P., Tom B. -

discussions pertaining to employees and related wind down issues.

05/05/2019 SN 550.00 0.30 165.00 Telephone conference with Tom Buck and Mike Y. re Broker letters and notice.

05/05/2019 SN 550.00 0.40 220.00 Email exchanges with Allan Brenner, Jeff Levin, Matt L, and Tom Buck re: approval to

transmit letters to brokers terminating.

05/06/2019 MGR 575.00 0.70 402.50 Revise employee termination letters. Forward to S. Newburgh. TC with Steve

Newburgh re same.

05/06/2019 MGR 575.00 0.50 287.50 Conference call with Steven Newburgh, Esq. Brenner, Buck with respect to employee

termination letter

05/06/2019 MGR 575.00 0.20 115.00 Conference with Tom Buck on employee emails

05/06/2019 MGR 575.00 0.30 172.50 Conferences with Steven Newburgh, Esq. on employee termination

05/06/2019 SN 550.00 1.00 550.00 Telephone conference with Lai B., Kelli B., Kathryn S., Chad M., Chris H., Daniel F.,

Domenic P., Michael Y - GEE-SSG-Macquarie weekly catchup call

05/06/2019 SN 550.00 1.00 550.00 Conference call with Mike Y. and Tom Buck regarding employee retention and

compensation issues for wind down purposes. Follow-up review of agreements.

05/06/2019 SN 550.00 0.70 385.00 Email exchanges with Tom Buck, Marc Rosenberg and Allan Brenner regarding MQ

wind down approval and process for retention of wind down team.

05/06/2019 SN 550.00 0.80 440.00 Email exchanges with Peter Funk re: email from Daniel Lee, Katy and Chad M. re: NJ

BPU call and regulatory issues. TC with Gabby re same. (legal to not initially

participate). TC with Peter Funk re same.

05/06/2019 SN 550.00 0.40 220.00 Conference call with D. Pacitti re: employee termination and compensation issues and

wind down issues and process.

05/07/2019 BG 500.00 0.20 100.00 Communicate (in firm) with M. Rosenberg re severance and releases for

employees/wind down.

05/07/2019 MGR 575.00 1.00 575.00 Telephone conferences with Steven Newburgh, Esq., T. Buck and Allan Brenner with

respect to Creisler and Viles-Baier employment agreements and employee wind down

agreements. Note revisions.

05/07/2019 MGR 575.00 2.00 1,150.00 Revised Creisler and Viles Barre employment agreements based on conferences with

Steven Newburgh, Esq., Buck and Brenner and email chain with Haynes and Boone

05/07/2019 MGR 575.00 0.70 402.50 Conferences with T. Buck, Steven Newburgh, Esq. and A. Brenner on employee

severance letter and revised employee severance letter.

05/07/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Michael Y., Domenic P.

05/07/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Kelli N., Roberta K., Ozzie P., Domenic P., Michael

Y. re GEE open employee related issues

05/07/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Kelli N., Robert K., Ozzie P., Domenic P., Michael

Y., Kathryn S. re GEE employee issues

05/07/2019 SN 550.00 1.00 550.00 Prepare for and attend all-hands Wind-Down call.


MG Tuesday 10/22/2019 11:31 am



Trans Hours



05/07/2019 SN 550.00 1.20 660.00 Review email from Gabby, confirming all regulatory agencies in NY and MA approve

notice of termination letter to customers. (Prepare separate notice to customers .5hr).

Email response to team.

05/07/2019 SN 550.00 0.30 165.00 Email exchanges with Gabby re: NIMO daily account email from Chris McCall

(Veteran's Affairs RFP).

05/07/2019 SN 550.00 0.70 385.00 Receipt and review of wind down timelines and draft notices from Haynes

Boone/Daniel Lee. Circulate to GEE internal teams.

05/07/2019 SN 550.00 0.40 220.00 Review email from Katy S. re: PA PUC - re advise no further supply and inquiry re

return of LOC. Review questions from PA PUC. Follow-up call with Gabby and Rachel

re: LOC release process.

05/08/2019 MGR 575.00 2.00 1,150.00 Revised Crysler and Viles-Baer agreements and prepared wind down team agreement.

05/08/2019 MGR 575.00 0.70 402.50 Conference with Steven Newburgh, Esq. on revisions to wind down team agreement

and revised wind down team agreement

05/08/2019 SN 550.00 0.50 275.00 Telephone conference with Marc Rosenberg and Tom Buck re Wind Down Team

Contract Terms

05/09/2019 MGR 575.00 0.50 287.50 Conference with Tom Buck re Glynn employment agreement and terms for wind down

team.

05/09/2019 MGR 575.00 2.50 1,437.50 Revised and finalized Glynn employment agreement and prepared employment

agreements for the balance of the wind down team

05/09/2019 SN 550.00 1.00 550.00 Prepare for and attend all-hands Wind-Down call.

05/09/2019 SN 550.00 0.50 275.00 Telephone conference with Kelli N., Derek A., Chad M., Kathryn S., Domenic P.,

Michael Y re contract rejection call

05/10/2019 SN 550.00 1.00 550.00 Prepare for and attend All-Hands wind down call.

05/13/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Tom B., Michael Y.

05/13/2019 SN 550.00 0.50 275.00 Telephone conference call with Michael Y., Kelli N., Derek A., Domenic P. re cash

collateral

05/13/2019 SN 550.00 0.50 275.00 Telephone conference call with Domenic P., Tom B., Michael Y., Peter Funk

05/13/2019 SN 550.00 0.50 275.00 Telephone conference with Michael Y., Domenic P., Tom B., Peter Funk re follow up on

Allan Brenner call

05/13/2019 SN 550.00 0.70 385.00 Telephone conference with Roberta K., Ben S., Tom B., Kelli N., Kathryn S., Chad M.,

Chris H., Daniel F., Domenic P., Michael Y., Peter Funk, Michael Pituch, Peter Harrison,

Julius G., Steve C., Rachel V., Gabriela G., Allan Brenner re NY EDI Drops et al wind

down issues. Review email chain prior to call.

05/13/2019 SN 550.00 0.40 220.00 Telephone conferences with Gabby re NY EDI drops and consequences, regulatory

aspects and future issues.

05/13/2019 SN 550.00 0.50 275.00 Conference call with Allan Brenner, D. Pacitti, and Tom Buck re NY EDI drops.

05/14/2019 SN 550.00 1.20 660.00 Review and redline Motion to Approve Redacted Debtors' Motion for Entry of an

Order Approving the Debtors' Wind Down Retention Plan and Granting Related Relief.

Team TC's re same.

05/14/2019 SN 550.00 1.00 550.00 Prepare for and attend Wind-Down call

05/14/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Kelli N., Kathryn S. re employee wage settlement

resolution

05/15/2019 SN 550.00 0.50 275.00 Telephone conference with Tom B., Domenic P. and Michael Y.

05/16/2019 SN 550.00 0.20 110.00 Review and redline Order Authorizing the Debtors to File Under Seal Exhibit C to the

Debtors' Motion for Entry of an Order Approving the Debtors' Key Employee

Retention Plan

05/16/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Michael Y., Tom B., Robert T. re Pre-GEE

follow up call

05/16/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Michael Y., Tom B., Kelli N., Derek A. re GEE

update call

05/16/2019 SN 550.00 0.50 275.00 Telephone conference with Roberta K., Ben S., Tom B., Kelli N., Kathryn S., Chad M.,

Chris H., Daniel F., Domenic P., Michael Y., Peter F., Michael P., Peter H., Julius G., Steve

C., Rachel V., Gabriela G. re GEE-Macquarie Wind Down discussion

05/20/2019 SN 550.00 0.50 275.00 Review and redline Doc. 303 Motion to Authorize Debtors' Motion for Entry of an

Order Authorizing the Debtors to Retain and Compensate Professionals Utilized in the

Ordinary Course of Business

05/23/2019 MGR 575.00 2.00 1,150.00 Discussions with Buck and Steven Newburgh, Esq on salesman severance letter and

prepared severance letter for salesman

05/28/2019 MGR 575.00 1.00 575.00 Prepared salesman termination letters


05/29/2019 SN 550.00 1.20 660.00 Receipt and redline Doc. 316 Stipulation Regarding Amendment of Certain Letters of

Credit Between 1515-GEEnergy Holding Co. LLC and Macquarie Investments US Inc.

and Macquarie Energy LLC

05/29/2019 SN 550.00 0.60 330.00 Telephone conferences with Tom B., Rachel V. re collections process


MG Tuesday 10/22/2019 11:31 am



Trans Hours



05/29/2019 SN 550.00 0.50 275.00 Telephone conference with Daniel L., Tom B., Rachel V., Domenic P., Michael Y., Peter

Funk, Roberta K., Ben S., Daniel F., Kelli N., Kathryn S., Chad M., Chris H. re gas storage

discussion

05/30/2019 MGR 575.00 0.50 287.50 Prepared Crysler and Glynn termination letter

05/30/2019 SN 550.00 1.40 770.00 Telephone conference with Michael Y., Kelly N., Domenic P., Tom B., Derek A. re

updated projection. Follow-up calls internal legal.


05/31/2019 SN 550.00 0.90 495.00 Receipt and redline Order Authorizing and Approving the Debtors' Wind Down

Retention Plan and Granting Related Relief

05/31/2019 SN 550.00 1.30 715.00 Receipt and redline Order Authorizing the Debtors to Retain and Compensate

Professionals Utilized in the Ordinary Course of Business. Internal legal discussions re

same.

Total for Phase ID B210 Billable 56.90 31,657.50 Business Operations

Phase ID B220 Employee Benefits/Pensions

05/01/2019 SN 550.00 0.60 330.00 Email exchanges with Marc Rosenberg, Esq. and Jeff Levin re: commissions/wages

issues.

05/01/2019 SN 550.00 0.40 220.00 Receive and review S. Crysler demands re: KEIP/KERP. Internal legal discussions with

Tom B. re same.

05/03/2019 ZL 275.00 3.50 962.50 Research on severance pay under New York law; discussion with M. Rosenberg

05/03/2019 MGR 575.00 0.50 287.50 Reviewed law review article on severance issue and forwarded to Zidong Liu, Esq.

05/06/2019 MGR 575.00 0.50 287.50 Research on accrued vacation pay.

05/06/2019 MGR 575.00 0.40 230.00 Reviewed employee termination email and discussions with ssn re same.

05/06/2019 MGR 575.00 0.50 287.50 Revised form of employment agreement for wind down employees

05/06/2019 MGR 575.00 0.20 115.00 Conference with Jeff Levin on severance

05/08/2019 MGR 575.00 0.50 287.50 Conference with Steven Newburgh, Esq. and Tom Buck on wind down team

agreement, salesman termination letters and Crysler and Viles-Baer Agreements.

Total for Phase ID B220 Billable 7.10 3,007.50 Employee Benefits/Pensions

Phase ID B230 Financing/Cash Collections

05/17/2019 SN 550.00 0.50 275.00 Telephone conference with Michael Y., Domenic P., Tom B. re cash collateral

05/17/2019 SN 550.00 0.50 275.00 Telephone conference with Domenic P., Kelli N., Michael Y., Kathryn S. re GEE- follow

up call (cash collateral)

05/17/2019 SN 550.00 0.50 275.00 Telephone conference with Michael Y., Domenic P., Tom B. re cash collateral

05/20/2019 SN 550.00 0.50 275.00 Review and redline Doc. 304 Motion to Extend Debtors' Motion for Entry of an Order

Extending the Debtors' Authority to Use Cash Collateral and Amending Final Cash

Collateral Order

05/31/2019 SN 550.00 0.10 55.00 Receipt and redline Order Extending the Debtors' Authority to Use Cash Collateral and

Amending Final Cash Collateral Order

Total for Phase ID B230 Billable 2.10 1,155.00 Financing/Cash Collections

GRAND TOTALS

Billable 206.80 80,405.00


EXHIBIT B


1515-GEEnergy Holding Co., LLC et al (Great Eastern Energy)


DISBURSEMENT SCHEDULE

Travel Fees - Airfare $858.34 Photocopies $11.60 Legal Research – Lexis Nexis $81.64 Total $951.58


MG Monday 10/21/2019 3:27 pm

Date: 10/21/2019 Detail Cost Transaction File List Page: 1


Trans

Date Rate Amount

Client ID 64936.000 Great Eastern Energy, LLC-DIP

05/06/2019 858.34 American Airlines Flight WPB (PBI) to Philadelphia (PHL) - 1 round trip ticket

05/06/2019 0.200

5/1/19-5/6/19 1.20 Photocopies*

05/06/2019 0.200

05/06/2019 0.200

05/06/2019 0.200

05/07/2019 0.200

05/07/2019 0.200

05/08/2019 0.200

05/08/2019 0.200

05/08/2019 0.200

05/08/2019 0.200

05/08/2019 0.200

05/10/2019 0.200

05/13/2019 0.200

05/13/2019 0.200

05/13/2019 0.200

05/13/2019 0.200

1.00 Photocopies 1.00 Photocopies 1.20 Photocopies 1.40 Photocopies 1.00 Photocopies 1.40 Photocopies 1.40 Photocopies 1.20 Photocopies 2.00 Photocopies 2.20 Photocopies 2.20 Photocopies 2.80 Photocopies 1.00 Photocopies 1.20 Photocopies 1.00 Photocopies

05/16/2019 81.64 Online research Lexis /May

05/31/2019 -11.60 Photocopy credit (Delaware local bankruptcy rules require that photocopies be charged

at .10 instead of .20)

Total for Client ID 64936.000 Billable 951.58 Great Eastern Energy, LLC-DIP

Re: Chapter 11

GRAND TOTALS

Billable 951.58

**************

*

*

*Firm charged Debtor $23.20 (116 copies at .20) for photocopies. Delaware local bankruptcy rules require that photocopies be charged at .10 per photocopy. Thus, Firm credited Debtor $11.60 (116 copies at .10).


Documents

IN THE UNITED STATES BANKRUPTCY COURT FOR THE …€¦ · PHIL1 8318338v.1 9. McLaughlin & Stern accordingly seeks allowance of the sum of $80,405.00 in fees and $951.58 in expenses,